UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1995
Commission file number 001-11015
THE DIAL CORP
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-1169950
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
DIAL TOWER, PHOENIX, ARIZONA 85077
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (602)207-4000
Indicate by check mark whether the registrant (1) has filed all
Exchange Act reports required to be filed by Section 13 or 15 (d)
of the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements for
the past 90 days.
Yes x No
--------- ---------
As of April 30, 1995, 92,935,339 shares of Common Stock ($1.50
par value) were outstanding.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE DIAL CORP
CONSOLIDATED BALANCE SHEET
March 31, December 31,
(000 omitted) 1995 1994
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 13,281 $ 33,222
Receivables, less allowance of
$20,408 and $20,453 218,911 231,388
Inventories 233,132 229,273
Deferred income taxes 38,128 42,517
Other current assets 49,858 48,109
---------- ----------
553,310 584,509
Funds, agents' receivables and
current maturities of investments
restricted for payment service
obligations, after eliminating
$80,000 invested in Dial
commercial paper 515,928 659,708
---------- ----------
Total current assets 1,069,238 1,244,217
Investments restricted for
payment service obligations 739,298 692,818
Property and equipment 848,132 813,384
Other investments and assets 80,721 83,255
Deferred income taxes 124,780 126,787
Intangibles 820,193 820,435
---------- ----------
$ 3,682,362 $ 3,780,896
========== ==========
March 31, December 31,
(000 omitted, except number of shares) 1995 1994
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term bank loans $ 219 $ 931
Accounts payable 200,773 243,982
Accrued compensation 55,421 91,992
Other current liabilities 270,672 258,065
Current portion of long-term debt 22,827 22,830
---------- ----------
549,912 617,800
Payment service obligations 1,332,520 1,438,960
---------- ----------
Total current liabilities 1,882,432 2,056,760
Long-term debt 768,036 721,718
Pension and other benefits 319,220 319,519
Other deferred items and insurance reserves 96,745 96,525
Minority interests 24,171 24,691
$4.75 Redeemable preferred stock 6,592 6,590
Common stock and other equity:
Common stock, $1.50 par value,
200,000,000 shares authorized,
97,108,724 shares issued 145,663 145,663
Additional capital 337,104 308,350
Retained income 401,526 393,233
Cumulative translation adjustments (20,058) (20,910)
Unearned employee benefits (195,232) (176,201)
Unrealized loss on securities
available for sale (11,800) (21,742)
Common stock in treasury, at cost,
4,231,180 and 4,319,624 shares (72,037) (73,300)
---------- ----------
Total common stock and other equity 585,166 555,093
---------- ----------
$ 3,682,362 $ 3,780,896
========== ==========
<FN>
See Notes to Consolidated Financial Statements.
THE DIAL CORP
STATEMENT OF CONSOLIDATED INCOME
Three months ended March 31, 1995 1994
(000 omitted, except per share data) ---------- ----------
Revenues $ 858,197 $ 784,902
---------- ----------
Costs and expenses:
Costs of sales and services 794,337 731,963
Unallocated corporate expense
and other items, net 11,149 10,748
Interest expense 18,427 14,207
Minority interests 63 (100)
---------- ----------
823,976 756,818
---------- ----------
Income before income taxes 34,221 28,084
Income taxes 12,714 10,874
---------- ----------
Net Income $ 21,507 $ 17,210
========== ==========
Net Income Per Common Share $ 0.24 $ 0.20
========== ==========
Dividends declared per common share $ 0.15 $ 0.14
========== ==========
Average outstanding common
and equivalent shares 87,956 86,036
========== ==========
<FN>
See Notes to Consolidated Financial Statements.
THE DIAL CORP
STATEMENT OF RETAINED INCOME
Three months ended March 31, 1995 1994
(000 omitted) ---------- ----------
Balance, beginning of year $ 393,233 $ 304,481
Net income 21,507 17,210
Dividends on common and preferred shares (13,214) (12,121)
Other 208
---------- ----------
Balance, end of period $ 401,526 $ 309,778
========== ==========
<FN>
See Notes to Consolidated Financial Statements.
THE DIAL CORP
STATEMENT OF CONSOLIDATED CASH FLOWS
Three months ended March 31, 1995 1994
(000 omitted) ---------- ----------
CASH FLOWS PROVIDED (USED) BY
OPERATING ACTIVITIES:
Net income $ 21,507 $ 17,210
Adjustments to reconcile net income to
net cash provided by operations:
Depreciation and amortization 29,202 27,176
Deferred income taxes 3,699 3,003
Other noncash items, net 3,957 1,798
Change in operating assets
and liabilities:
Receivables and inventories (17,140) (54,957)
Payment service assets and
obligations, net 40,491 109,363
Accounts payable and accrued
compensation (80,105) (54,779)
Other assets and liabilities, net 11,035 12,901
---------- ----------
Net cash provided by operating activities 12,646 61,715
---------- ----------
CASH FLOWS PROVIDED (USED) BY
INVESTING ACTIVITIES:
Capital expenditures (14,571) (16,997)
Purchase of cruise ship previously leased (39,447)
Acquisitions of businesses and
other assets, net of cash acquired (5,898) (109,269)
Proceeds from sales of securities available for sale 111,824 111,092
Purchases of securities available for sale (144,140) (103,076)
Purchases of securities held to maturity (5,029) (88,345)
Other, net 197 844
---------- ----------
Net cash used by investing activities (97,064) (205,751)
---------- ----------
CASH FLOWS PROVIDED (USED) BY
FINANCING ACTIVITIES:
Proceeds from long-term borrowings 15,000 70,000
Payments on long-term borrowings (48) (32)
Net change in short-term borrowings 30,622 81,419
Dividends on common and preferred stock (13,214) (12,121)
Minority portion of subsidiary's special dividend (9,761)
Proceeds from sale of treasury stock 9,039 8,668
Net change in receivables sold 25,000
Cash payments on interest rate swaps (1,922) (3,585)
---------- ----------
Net cash provided by financing activities 64,477 134,588
---------- ----------
Net decrease in cash
and cash equivalents (19,941) (9,448)
Cash and cash equivalents, beginning of year 33,222 10,659
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 13,281 $ 1,211
========== ==========
<FN>
See Notes to Consolidated Financial Statements.
THE DIAL CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A--Basis of Preparation
This information should be read in conjunction with the financial
statements set forth in The Dial Corp Annual Report to
Stockholders for the year ended December 31, 1994.
Accounting policies utilized in the preparation of the financial
information presented herein are the same as set forth in The
Dial Corp's annual financial statements except as modified for
interim accounting policies which are within the guidelines set
forth in Accounting Principles Board Opinion No. 28. The interim
consolidated financial information is unaudited. In the opinion
of management, all adjustments, consisting only of normal
recurring accruals, necessary to present fairly Dial's financial
position as of March 31, 1995, and the results of operations and
cash flows for the three months ended March 31, 1995 and 1994
have been included. Interim results of operations are not
necessarily indicative of the results of operations for the full
year.
Certain reclassifications have been made to prior year's
financial statements to conform to 1995 classifications.
NOTE B--Investments Restricted for Payment Service Obligations
Investments restricted for payment service obligation includes
the following debt and equity securities:
March 31, December 31,
1995 1994
(000 omitted) ------------ -----------
Securities available for sale, at
fair value (amortized cost of
$497,978 and $468,307) $ 478,844 $ 433,150
Securities held to maturity, at
amortized cost (fair value of
$255,977 and $243,156) 269,594 264,861
----------- -----------
748,438 698,011
Less current maturities (9,140) (5,193)
----------- -----------
$ 739,298 $ 692,818
=========== ===========
NOTE C--Debt
At March 31, 1995 and December 31, 1994, Dial classified as long-
term debt $306 million and $275 million, respectively, of short-
term borrowings supported by unused commitments under long-term
revolving credit agreements.
NOTE D--Income Taxes
A reconciliation of the provision for income taxes and the amount
that would be computed using statutory federal income tax rates
on income before income taxes for the three months ended March
31, is as follows:
1995 1994
(000 omitted) ------------ ------------
Computed income taxes at statutory
federal income tax rate of 35% $ 11,977 $ 9,829
Nondeductible goodwill amortization 1,167 1,028
Minority interests 22 (35)
State income taxes 1,008 1,775
Tax-exempt income (2,238) (984)
Adjustment to estimated annual effective rate (1,000)
Other, net 778 261
----------- -----------
Provision for income taxes $ 12,714 $ 10,874
=========== ===========
NOTE E--Supplementary Information--Revenues and Operating Income
Three months ended March 31,
-----------------------------------------------------
Revenues Operating Income
------------------------- --------------------------
1995 1994 1995 1994
(000 omitted) ----------- ----------- ----------- -----------
Consumer Products $ 337,862 $ 330,340 $ 33,802 $ 30,152
----------- ----------- ----------- -----------
Services:
Airline Catering
and Services 184,456 151,463 11,026 8,421
Convention Services 154,397 127,671 15,001 12,392
Travel and Leisure
and Payment
Services (1) 181,482 175,428 4,031 1,974
----------- ----------- ----------- -----------
Total Services (1) 520,335 454,562 30,058 22,787
----------- ----------- ----------- -----------
Total principal
business segments $ 858,197 $ 784,902 63,860 52,939
=========== ===========
Unallocated
corporate expense
and other
items, net (11,149) (10,748)
----------- -----------
$ 52,711 $ 42,191
=========== ===========
<FN>
(1) Dial's payment services subsidiary is investing increasing amounts in tax
exempt securities. On a fully taxable equivalent basis, revenues and operating
income would be higher by $3,443,000 for the 1995 quarter and $1,514,000 for the
1994 quarter, respectively.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results:
There were no material changes in the nature of Dial's business,
nor were there any other changes in the general characteristics
of its operations as described and discussed in the first
paragraph of the results section of Management's Discussion and
Analysis of Results of Operations and Financial Condition
presented in The Dial Corp Annual Report to Stockholders for the
year ended December 31, 1994.
Comparison of First Quarter of 1995 with First Quarter of 1994:
In the first quarter of 1995, revenues increased 9 percent to
$858.2 million from $784.9 million in the 1994 quarter.
Net income was $21.5 million, up 25 percent from 1994's net
income of $17.2 million. Net income per share increased 20
percent to $0.24 per share, from 1994's $0.20 per share. There
were almost 2 million more average common and equivalent shares
outstanding in the 1995 quarter, due primarily to the effects of
stock option exercises and other issuances related to employee
benefit and dividend reinvestment plans.
Consumer Products
First quarter revenues of the Consumer Products Group increased 2
percent to $337.9 million from the 1994 quarter's $330.3 million,
while operating income increased 12 percent to $33.8 million from
1994's $30.2 million. Operating margins improved to 10 percent
from 1994's 9.1 percent.
Skin Care division's revenues and operating income increased
$15.9 million and $6.2 million, respectively. New packaging and
strong sales programs increased volumes of Dial bar and liquid
soaps, while introductions of new products helped increase sales.
Operating income increased due to the higher sales and lower
administrative costs, tempered by higher raw material costs.
Food division's revenues were $5.4 million below those of the
1994 quarter, due to a planned reduction of microwaveable meals
and lower volumes of chili and stew. Operating income increased
$700,000 from that of last year's quarter. Lower manufacturing
and administrative costs more than offset the effects of lower
sales and higher trade spending.
Household division's revenues increased $4.2 million from those
of 1994's quarter due primarily to the introduction of Dial dish
washing detergent and new Renuzit products and strong sales of
Renuzit Adjustable products, offset partially by lower sales of
Renuzit Electric and cleaning products. Renuzit Electric was
introduced during last year's first quarter and benefited from
strong promotions which were not repeated this year. Operating
income was up $900,000 from that of 1994's quarter due mostly to
lower administrative costs and marketing expenses, offset
somewhat by higher raw material costs in some areas.
Laundry division's revenues declined $5.4 million from those of
1994's quarter as volume was down due to the high wholesale sales
in the fourth quarter of 1994. Consumer purchases remain high.
Operating income was down $4.7 million due to the lower sales and
higher costs of certain raw materials and marketing and
distribution costs.
Although International's sales volumes were up somewhat from
those of 1994's first quarter, revenues were down $1.8 million
due principally to the 48-percent devaluation of the Mexican
peso. Despite the revenue declines, operating income was up
$500,000 due to a more profitable sales mix.
Services
Combined Services revenues of $520.3 million were 14 percent
greater than the 1994 quarter's $454.6 million. This year's
quarter included all of the acquired United Airlines flight
kitchens which were acquired during the first half of 1994.
Operating income rose 32 percent to $30.1 million, with all
operations contributing to the improvement.
Airline Catering and Services. The first quarter revenues of
the Airline Catering and Services group were $184.5 million, 22
percent greater than the 1994 quarter's $151.5 million. This
increase was due to having all United flight kitchens acquired
during 1994 fully operational this quarter versus only a few
during 1994's first quarter. Revenues from seven new aircraft
service locations and higher revenues from continuing locations
added to the increase. Partially offsetting these was the effect
of further airline meal service cutbacks, particularly by Delta
and USAir. Operating income of $11.0 million was 31 percent
greater than the 1994 quarter's $8.4 million and operating
margins improved to 6.0 percent from 1994's 5.6 percent, as
newly-acquired flight kitchens were in a start-up mode in 1994.
Convention Services. Convention Services' first quarter
revenues of $154.4 million were 21 percent greater than the 1994
quarter's $127.7 million, and operating income also increased 21
percent, to $15 million from $12.4 million. These increases were
due to the favorable seasonal rotation of shows in 1995's
quarter, most in Las Vegas, increased per-show revenue, increased
exhibit volume, and small acquisitions during the 1995 quarter.
Operating margins were unchanged at 9.7 percent.
Travel and Leisure and Payment Services. Revenues of these
companies were $181.5 million for the first quarter of 1995, up 3
percent from 1994's $175.4 million, while operating income
doubled to $4 million from 1994's $2 million. Dial's payment
services subsidiary continues to invest increasing amounts in tax
exempt securities. On a fully taxable equivalent basis, 1995
revenues and operating income would have been $3.4 million, or 5
percent, higher while 1994's revenues and operating income would
have been $1.5 million higher.
Canadian transportation companies' revenues increased $1 million
for the quarter, due mostly to new routes purchased in mid-1994.
Operating results improved $300,000 from the new routes.
Duty Free airport and shipboard concession operations' revenues
declined $3.9 million due mostly to the loss of a major shipboard
concession, fewer passenger days for continuing business, and
lower airport traffic. Operating income improved $100,000 due
mostly to lower operating expenses.
Cruise revenues for the first quarter were down $2.3 million due
to having two ships in drydock for repairs for a total of 44 ship
days. In addition, the Star/Ship Majestic was taken out of
service as Dial commenced a four-year charter arrangement in
February to lease the ship to a European operator. Operating
results improved $2 million as expenses were lower due to cost
reduction efforts and operating one less vessel.
Travel tour service revenues and operating income improved
$900,000 and $400,000, respectively, over those of the 1994 first
quarter, due mostly to favorable foreign exchange rates this
quarter, which also had a favorable impact on passenger volume.
Revenues of the food service companies were unchanged from those
of 1994's first quarter, while operating income was up $200,000
due to ongoing cost control efforts.
On a fully taxable equivalent basis, revenues of payment services
increased $8.5 million over those of 1994's first quarter, due
principally to increased investment income caused by rates higher
than last year's and greater funds invested. Revenues from new
product lines also contributed. On a fully taxable equivalent
basis, operating income was up $2.1 million, moderated
principally by higher commission expense and payment processing
and outsourcing fees.
Unallocated Corporate Expenses and Other Items, Net
These expenses increased $400,000, or four percent, for the
quarter in line with overall business growth.
Interest Expense
Interest expense increased $4.2 million from 1994's quarter, as
debt levels were higher than in 1994 and interest rates on
floating-rate debt were considerably higher than in 1994's first
quarter. Increased debt levels were due to expenditures
throughout 1994 for the United Airlines catering kitchens and
some small acquisitions as well as the purchase of the Majestic,
which had been leased up to February 1995.
Income Taxes
The effective tax rate in the 1995 first quarter was 37.2
percent, down from 38.7 percent last year. The reduction in the
effective tax rate results primarily from the increased use of
tax-exempt investments by Dial's payment services subsidiary.
Liquidity and Capital Resources:
The Dial Corp's total debt at March 31, 1995 was $791 million
compared with $745 million at December 31, 1994. The debt-to-
capital ratio at March 31, 1995 and December 31, 1994 was 0.56 to
1.
There were no other material changes in The Dial Corp's financial
condition nor were there any substantive changes relative to
matters discussed in the Liquidity and Capital Resources section
of Management's Discussion and Analysis of Results of Operations
and Financial Condition as presented in The Dial Corp Annual
Report to Stockholders for the year ended December 31, 1994.
Recent Developments:
Dial's Consumer Products Group is undertaking programs with many
of its trade customers to effect reductions of the trade
customers' inventories over the balance of 1995 coupled with more
rapid replenishment as consumers purchase the products off the
shelf, to address the retailers' increased emphasis on efficient
consumer response. This will depress revenue growth for the
Consumer Products Group for the rest of 1995 while the trade
customers' inventories are reduced, even though consumer
purchases continue at normal rates. The Consumer Products Group
anticipates that lower trade promotion costs and other ongoing
savings resulting from the programs will more than offset the
effect of the reduced revenue growth in 1995, so that operating
income will continue to increase at about the same rate as in
prior periods. As a result, margins will increase over 1994
levels.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of stockholders of The Dial Corp was
held May 9, 1995.
(b) Not applicable--(i) proxies for the meeting were
solicited pursuant to Regulation 14 under the
Securities Exchange Act of 1934, (ii) there was no
solicitation in opposition to management's nominees as
listed in the proxy statement, and (iii) all such
nominees were elected.
(c) Matters voted upon at the annual meeting for which
proxies were solicited pursuant to Regulation 14 under
the Securities Exchange Act of 1934:
1. The election of Directors as follows:
Joe T. Ford
-----------
Affirmative Vote................ 78,240,990
Against......................... 0
Withheld........................ 429,002
Abstentions..................... 0
Broker non-votes................ 0
Jess Hay
--------
Affirmative Vote................ 78,165,696
Against......................... 0
Withheld........................ 504,296
Abstentions..................... 0
Broker non-votes................ 0
Linda Johnson Rice
------------------
Affirmative Vote................ 78,173,182
Against......................... 0
Withheld........................ 496,810
Abstentions..................... 0
Broker non-votes................ 0
A. Thomas Young
---------------
Affirmative Vote................ 78,233,937
Against......................... 0
Withheld........................ 436,055
Abstentions..................... 0
Broker non-votes................ 0
2. The appointment of Deloitte & Touche LLP to audit
the accounts of Dial and its subsidiaries for the
fiscal year 1995.
Affirmative Vote................ 78,233,180
Against......................... 177,084
Withheld........................ 0
Abstentions..................... 259,728
Broker non-votes................ 0
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No. 10.E - Copy of The Dial Corp Management
Incentive Plan, as amended March 28, 1995.
Exhibit No. 10.L - Copy of The Dial Corp Performance
Unit Incentive Plan, as amended March 28, 1995.
Exhibit No. 11 - Statement Re Computation of Per Share
Earnings.
Exhibit No. 27 - Financial Data Schedule
Exhibits Previously Filed Which Are Incorporated By
Reference - See Exhibit Index.
(b) No Reports on Form 8-K have been filed by the
registrant during the quarter for which this report is
filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THE DIAL CORP
(Registrant)
May 11, 1995 By /s/ Richard C. Stephan
------------------------
Richard C. Stephan
Vice President-Controller
(Chief Accounting Officer
and Authorized Officer)
EXHIBIT INDEX
3.A Copy of Restated Certificate of Incorporation of Dial,
as amended through March 3, 1992, filed as Exhibit
(3)(A) to Dial's 1991 Form 10-K, is hereby incorporated
by reference.
3.B Copy of Bylaws of Dial, as amended through February 21,
1992, filed as Exhibit (3)(B) to Dial's 1991 Form 10-K,
is hereby incorporated by reference.
4.A Instruments with respect to issues of long-term debt
have not been filed as exhibits to Dial's most recent
Annual Report on Form 10-K or this Form 10-Q if the
authorized principal amount of any one of such issues
does not exceed 10% of total assets of the Corporation
and its subsidiaries on a consolidated basis. The
Corporation agrees to furnish a copy of each such
instrument to the Securities and Exchange Commission
upon request.
4.B Copy of Amended and Restated Credit Agreement dated as
of December 15, 1993, among Dial, the Banks parties
thereto, Bank of America National Trust and Savings
Association as Agent and Reporting Agent and Citibank,
N.A. as Agent and Funding Agent, filed as Exhibit 4.B
to Dial's 1993 Form 10-K, is hereby incorporated by
reference.
4.B1 Copy of First Amendment to Amended and Restated Credit
Agreement dated as of September 23, 1994, filed as
Exhibit 4.B1 to Dial's 1994 Form 10-K, is hereby
incorporated by reference.
10.A Copy of Employment Agreement between Dial and John W.
Teets dated April 14, 1987, filed as Exhibit (10)(A) to
Dial's 1989 Form 10-K, is hereby incorporated by
reference.+
10.B Sample forms of Contingent Agreements relating to
funding of Supplemental Executive Pensions, filed as
Exhibit (10)(T) to Dial's 1989 Form 10-K, is hereby
incorporated by reference.+
10.C Copy of Dial's Supplemental Pension Plan, amended and
restated as of January 1, 1987, filed as Exhibit
(10)(F) to Dial's 1986 Form 10-K, is hereby incorpor-
ated by reference.+
10.C1 Copy of amendment dated February 21, 1991, to Dial's
Supplemental Pension Plan, filed as Exhibit (10)(G)(i)
to Dial's 1990 Form 10-K, is hereby incorporated by
reference.+
10.D Copy of Dial's Deferred Compensation Plan for
Directors, adopted November 20, 1980, as amended
through February 21, 1991, filed as Exhibit (10)(H) to
Dial's 1990 Form 10-K, is hereby incorporated by
reference.+
10.E Copy of The Dial Corp Management Incentive Plan, as
amended March 28, 1995.*+
10.F1 Copy of form of Executive Severance Agreement between
Dial and three executive officers, filed as Exhibit
(10)(G)(i) to Dial's 1991 Form 10-K, is hereby
incorporated by reference.+
10.F2 Copy of forms of The Dial Corp Executive Severance
Plans covering certain executive officers, filed as
Exhibit (10)(G)(ii) to Dial's 1992 Form 10-K, is hereby
incorporated by reference.+
10.G Copy of Travelers Express Company, Inc. Supplemental
Pension Plan, filed as Exhibit (10)(L) to Dial's 1984
Form 10-K, is hereby incorporated by reference.+
10.H1 Copy of Dial's 1983 Stock Option and Incentive Plan,
filed as Exhibit (28) to Dial's Registration Statement
on Form S-8 (Registration No. 33-23713), is hereby
incorporated by reference.+
10.H2 Copy of amendment, effective August 1, 1994, to Dial's
1983 Stock Option and Incentive Plan, filed as Exhibit
10.H2 to Dial's 1994 Form 10-K, is hereby incorporated
by reference.+
10.I1 Copy of The Dial Corp 1992 Stock Incentive Plan, filed
as Exhibit (10)(J) to Dial's 1991 Form 10-K, is hereby
incorporated by reference.+
10.I2 Copy of amendment, effective August 1, 1994, to The
Dial Corp 1992 Stock Incentive Plan, filed as Exhibit
10.I2 to Dial's 1994 Form 10-K, is hereby incorporated
by reference.+
10.J Description of Spousal Income Continuation Plan, filed
as Exhibit 10(Q) to Dial's 1985 Form 10-K, is hereby
incorporated by reference.+
10.K Copy of Dial's Director's Retirement Benefit Plan,
filed as Exhibit (10)(R) to Dial's 1988 Form 10-K, is
hereby incorporated by reference.+
10.L Copy of The Dial Corp Performance Unit Incentive Plan,
as amended March 28, 1995.*+
10.M Copy of The Dial Corp Supplemental TRIM Plan, filed as
Exhibit 10.M to Dial's 1994 Form 10-K, is hereby
incorporated by reference.+
10.N Copy of Employment Agreement between GES Exposition
Services and Norton Rittmaster dated May 20, 1982,
filed as Exhibit (10)(O) to Dial's 1992 Form 10-K, is
hereby incorporated by reference.+
10.O Copy of GES Exposition Services' Incentive Compensation
Plan, filed as Exhibit (10)(P) to Dial's 1992 Form 10-
K, is hereby incorporated by reference.+
10.P Copy of The Dial Corp Performance-Based Stock Plan,
filed as Exhibit 10.P to Dial's 1993 Form 10-K, is
hereby incorporated by reference.+
10.Q Copy of The Dial Corp Deferred Compensation Plan, filed
as Exhibit 10.Q to Dial's 1993 Form 10-K, is hereby
incorporated by reference.+
10.R Copy of form of The Dial Corp 1983 Stock Option and
Incentive Plan Amended and Restated Restricted Stock
Agreements dated August 12, 1994, between Dial and six
executive officers, filed as Exhibit 10.R to Dial's
1994 Form 10-K, is hereby incorporated by reference.+
10.S Copy of form of The Dial Corp 1992 Stock Incentive Plan
Restricted Stock Agreements dated August 12, 1994,
between Dial and six executive officers, filed as
Exhibit 10.S to Dial's 1994 Form 10-K, is hereby
incorporated by reference.+
11 Statement Re Computation of Per Share Earnings.*
27 Financial Data Schedule.*
_________________
* Filed herewith.
+ Management contract or compensation plan or arrangement.